WHO WE ARE A SPECIALIST FIRM FOCUSED ON OUR CLIENTS BUSINESS NEEDS

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2 WHO WE ARE Dawson Harford - expert legal advice with commercial relevance and personal attention. A SPECIALIST FIRM FOCUSED ON OUR CLIENTS BUSINESS NEEDS Dawson Harford is a specialist corporate, technology and finance law firm, providing a full range of services including dispute resolution and litigation. We provide expert legal and strategic business advice to leading New Zealand and international clients in the following areas: Corporate and commercial Corporate advisory Competition/anti-trust Joint ventures Strategic alliances Private equity Mergers and acquisitions Business/asset sales Share sales Restructuring Takeovers Code advice Foreign investment in New Zealand Regulatory advice Strategic investment advice Capital markets Securities offerings Public listings Issuer and underwriter advice Debt capital markets Property Commercial leasing Sales and acquisitions Construction Advisory work Contract drafting/review Dispute resolution Energy Oil & Gas Geothermal energy Information Technology Outsourcing and managed Services Infrastructure and systems implementation projects Software development, licensing and distribution E-commerce Gambling Telecommunications Joint ventures, alliances Intellectual property Banking and finance Property finance Development finance Priority arrangements Financial services Funds management Litigation/dispute resolution Advisory work Complex dispute resolution Mediation Arbitration Competition/anti-trust Employment law

3 HISTORY Dawson Harford & Partners was formed in 2004 by a group of senior commercial partners from one of New Zealand s leading law firms. On 1 January 2018, we incorporated to become Dawson Harford Limited (trading as Dawson Harford). We are dedicated to ensuring that our clients receive personal attention and that we deliver commercially relevant, practical advice tailored to our clients business needs. INTERNATIONAL NETWORK We have close relationships with a number of leading law firms globally, and our lawyers have practiced with leading firms, both overseas and in New Zealand. We have the expertise to advise on complex cross-border transactions and the flexibility to meet our clients needs. EXPERTISE BY EXPERIENCE Our expertise has been built on some of the most complex and challenging corporate matters. We have an intense commitment to the practice of law and pride ourselves on being at the forefront of legal practice in New Zealand. With a strong international client base, we have significant expertise in advising overseas companies investing in New Zealand and on complex cross-border issues. We have advised major European, US and Asia Pacific investors entering the New Zealand market. CONTACT Our offices are located in Auckland, New Zealand s international gateway and leading commercial and financial centre. Address: Commercial Unit 7, Shed 24, Lobby 1, Princes Wharf, 143 Quay Street, Auckland 1010, New Zealand Telephone Fax: info@dawsonharford.com LAWYER PROFILES Brief profiles of our partners follow. For more detailed information about all of our lawyers, please refer to our website:

4 GRAHAM HARFORD Director t: m: e: graham.harford@dawsonharford.com Corporate and Commercial Law Mergers and Acquisitions Capital Markets Trans-Tasman Transactions Securities Law Graham has extensive experience acting for a wide range of leading corporate clients (both domestic and international). He has particular expertise in mergers and acquisitions, the sale and purchase of shares and assets, takeovers (under both the New Zealand and Australian Takeover Codes) and foreign investment (New Zealand and Australia). He also has considerable experience in capital markets, Securities Act issues, company law, governance and trans-tasman legal and structuring issues. Examples of significant transactions: Advised Nufarm Limited (previously Fernz Corporation Limited) on the first corporate migration of a New Zealand listed company to Australia, including all corporate and regulatory issues, the restructuring of capital notes and group restructuring. Advised Nufarm Limited in relation to strategic alliance arrangements with Merial Corporation; joint ventures with offshore entities in China, India, Malaysia, the Netherlands, Australia, the United Kingdom and France; the sale of its interest in BOP Fertiliser Limited to Norske Hydro; and the trans-tasman NSS debt issue for AUD$251 million (NBR debt deal of the year 2007). Advised Sumitomo Forestry Co. Ltd., Japan on its bid to acquire the Australasian medium density board assets from Carter Holt Harvey. Advised Transpower New Zealand Limited on the Powerlinks Project to supply electricity to Auckland and Northland for the next years. Advised British Telecommunications plc on: the sale of its shares in CLEAR Communications Limited to TelstraSaturn Limited for $430 million ; and the sale of the Inmarsat Satellite Station at Auckland. Acted for Asia Pacific Breweries Limited (a joint venture between Heineken and Fraser & Neave) in relation to its takeover of DB Group Limited and subsequent delisting from the NZX. Acted for Māori Investments Limited on its acquisition of Tarawera Forest from Tenon Limited. Acted for one of the large Australian banks on the proposed acquisition of the National Bank of New Zealand Limited.

5 JEREMY STEEL Special Counsel t: m: e: jeremy.steel@dawsonharford.com Foreign Investment and Establishment in New Zealand Capital Markets and Securities Issues Commercial Lending and Security Corporate and Commercial Law Jeremy s legal experience is in three principal areas - corporate/commercial, financing and securities. He has acted for banks, finance companies, major corporates and local authorities and has participated in many cross-border financing, securities and investment-related transactions. Chambers Asia Pacific Guide 2014 describes Jeremy as a [s]easoned practitioner. Examples of significant transactions: Advised NZICA on certain due diligence and other issues relating to its amalgamation with the Institute of Chartered Accountants Australia to form Chartered Accountants Australia and New Zealand; Acted on various acquisitions including of a registered bank, a cable manufacturer, a surety company and on the sale of companies in the electricity and financial services sectors; Acted on the amalgamation of two New Zealand registered banks; Acted for a leading New Zealand energy group on the gas, steam and electricity supply agreements for two co-generation plants; Acted for a foreign bank on its joint venture arrangements with a New Zealand supermarkets group relating to the establishment of a new registered bank; Acted for an independent Australian petrol distributor on its proposed establishment in New Zealand; Acted for New Zealand s then leading electricity generator on its domestic and foreign debt securities programmes, two in-substance defeasances of its indebtedness and the economic apportionment of its indebtedness among three state enterprises; Acted for a registered bank on a significant cross-border leveraged lease transaction; Acted for the New Zealand subsidiary of a leading international motor vehicle financier on all aspects of its funding and financing activities and for a leading New Zealand motor vehicle financier on its advances facility and its motor vehicle and other asset leases and loan contracts; Acted for a leading New Zealand insurance company on its transactional banking arrangements and various advances and other facilities; Acted for a local authority on a NZ$125 million structured financing and its rollover, the NZ$530 million financing of a council controlled organisation, and various related local government and other issues; Acted for several local authorities on their respective participations in a significant guarantee and indemnity arrangement; Advised a European-based payment service provider on the New Zealand regulatory environment applicable to credit card transactions; Acted for several New Zealand corporate trustees on their respective participations in various securitisation structures; and Acted, at different times, for registered banks and finance companies on their ongoing offers of debt securities to the public in New Zealand.

6 ALAN STONES Principal t: m: e: alan.stones@dawsonharford.com Corporate and Commercial Banking Project Finance Mezzanine Funding Specialist Documentation Development Funding Property Finance Securities Law Priority Arrangements Alan is a commercial property and banking and finance specialist with extensive experience gained over 30 years acting on a wide range of transactions for corporate, banking and financing entities. Alan has published several articles in New Zealand s leading specialist property publications and presented seminars to corporate clients on the scope, effects and implementation of legislation and changes to laws affecting property and property rights, obligations and risks. Alan has acted for and advised both lenders and borrowers on a wide range of funding transactions and is a member of the legal panel for one of New Zealand s leading banks. Alan has extensive specialist knowledge and experience in financing of development projects and property investment transactions and related security and risk management arrangements. Commercial Property Experience Advising on commercial and legal risks, statutory and regulatory frameworks, controls and requirements affecting acquisition, development, ownership, leasing and sale of property, as well as all aspects of development projects. Acquisitions of commercial, retail and industrial properties and complexes including due diligence investigations. Advising a wide range of corporate clients, including acting as the legal advisor to one of New Zealand s leading banks in relation to all major development projects and property transactions undertaken by the bank for over 20 years. Banking and Finance Experience Acting as a property development and funding specialist for banks and finance companies. Preparing specialist banking and finance precedents for security documentation, development funding documentation, investment funding documentation and priority arrangements. Undertaking investigations and reporting on risks and compliance with legal requirements. Acting for and advising a range of corporate borrower clients on a wide range of banking and security transactions and arrangements.

7 FRANCIS DAWSON Consultant t: m: e: francis.dawson@dawsonharford.com Corporate and Commercial Law Banking and Finance Securities Law Francis, a former partner, and now consultant to the Firm, also holds the position of Professor of Law, Faculty of Law, the University of Auckland. Francis is widely recognized as an expert in corporate and commercial law and is able to provide specialist advice in a vast range of commercial transactions. This includes advising on financing transactions, advising trustee companies, providing advice with respect to public offers under the Securities Act 1978 (equities, debt and participatories) and advising on company restructuring. Examples of significant transactions: Advised NZICA about its amalgamation with the Institute of Chartered Accountants Australia to form Chartered Accountants Australia and New Zealand. Provided advice in relation to the conversion of a building society into a registered bank listed on the New Zealand Stock Exchange. Advised the shareholders of a registered bank on its sale. Provided advice on the merger of two registered banks by private Act of Parliament. Advised on an investment into the New Zealand dairy industry. Advised the Ministry of Business Innovation and Employment on reform of the law on certain issues of debt securities. Advised directors and trustees on near-insolvent restructuring. Advised a multinational fund which undertakes venture capital investments on its New Zealand technology investment